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Alviva - share repurchase
The board of directors of Alviva advised shareholders that, in terms of the general authority granted by shareholders through a special resolution at the annual general meeting held on 18 November 2020, Alviva has cumulatively repurchased 3 732 492 ordinary shares in aggregate, representing 3.02% of the Company’s issued shares (excluding the 6 384 955 shares repurchased on 13 November 2020, as per the SENS announcement dated 16 November 2020, and the Forfeitable Share Plan (“FSP”) shares) (“Repurchase(s)”).
Following the repurchases the Company will hold a total of 10 117 447 shares, including the above 3 732 492 shares, all of which will be cancelled and delisted before 30 November 2020. The Company holds 6 415 000 FSP shares as Treasury Shares, both before and after the above repurchases.
Following the Repurchases, the extent of the balance of the general authority to repurchase shares is 20 971 066 ordinary shares, representing 16.98% of the total issued shares of Alviva, at the time the authority was granted.
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Alviva - results of annual general meeting
Shareholders are advised that at the annual general meeting of Alviva held on Wednesday, 18 November 2020, all the ordinary and special resolutions tabled were passed by the requisite majority of shareholders.
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Alviva - general repurchase of shares announcement
The board of directors of Alviva (“the Board”) hereby advises shareholders that Alviva has cumulatively repurchased 8 375 264 ordinary shares in aggregate, representing 6.37% of the Company’s issued shares (excluding Forfeitable Share Plan (“FSP”) shares), in terms of the general authority granted by shareholders through a special resolution, at the annual general meeting held on 21 November 2019 (“Repurchase(s)”).
Details of the repurchases
The Repurchases were approved by the board under two separate board resolutions the details of which are as follows:
Resolution 1
- Dates of Repurchases: 2 December 2019 to 24 March 2020
- Number of shares repurchased: 1 990 309
- Lowest repurchase price per share (cents): 390
- Highest repurchase price per share (cents): 1 446
- Total value of shares repurchased: R19 185 525.97
1 990 309 shares were cancelled and delisted on or around 15 April 2020
Resolution 2
- Date of Repurchase: 13 November 2020
- Number of shares repurchased: 6 384 955
- Lowest repurchase price per share (cents): 708
- Highest repurchase price per share (cents): 709
- Total value of shares repurchased: R45 237 406.18
6 384 955 shares will be cancelled and delisted before 30 November 2020.
The repurchases were effected through the order book operated by the JSE Ltd. and done without any prior understanding or arrangement between the Company and the counterparties.
Alviva holds 7 180 750 shares as FSP shares, representing 5.53% of the Company’s issued shares before and after the cancellation. The Repurchases had no effect on the number of FSP shares.
Following the Repurchases, the extent of the balance of the general authority to repurchase shares is 17 907 627 ordinary shares, representing 13.63% of the total issued shares of Alviva, at the time the authority was granted.
Opinion of the board
The board had considered the effect of the Repurchases and was of the opinion that, for a period of 12 months following the dates of the respective repurchases:
- the Company and the group will be able in the ordinary course of business to pay its debts;
- the assets of the Company and the group will be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities were recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements;
- the share capital and reserves of the Company and the group will be adequate for ordinary business purposes;
- the working capital of the Company and the group will be adequate for ordinary business purposes; and
- the Company and the group have passed the solvency and liquidity test and since the test was performed, there have been no material changes to the financial position of the group.
Source of funds
The Repurchases were funded from the Company’s available cash resources.
Financial information
Cash balances and issued share capital decrease by R64 422 932.15 as a result of the Repurchases. The impact on other areas of the Company’s financial information is immaterial.
Compliance with paragraph 5.72 of the JSE listings requirements
The Repurchases took place outside of any closed period.
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Alviva - Tarsus acquisition, cautionary withdrawal
Further to the cautionary announcement released on SENS on 13 October 2020, shareholders are hereby advised that Alviva (or a subsidiary to be nominated by it) ("the Purchaser") has on 12 November 2020, entered into a share purchase agreement ("SPA") with Mamzen (Pty) Ltd. ("the Seller") to acquire the entire issued share capital of Tarsus, for a maximum purchase consideration of R185 388 000 ("Purchase Consideration"), (the "Acquisition"). The Acquisition will be effective on the third business day following the date on which the last of the conditions precedent referred to in paragraph 5 hereof, has been fulfilled or waived, as the case may be ("the Closing Date").
Terms of the acquisition
The Purchase Consideration of R185 388 000 is payable in cash as follows:
-R100 000 000 on the Closing Date;
-R27 488 000 less:
- certain payments which may be paid prior to the Closing Date to the management of Tarsus;
- the difference between R167 000 000 and the amount of the net asset value ("NAV") of Tarsus at the Closing Date, limited to R5 000 000,
6 months after the Closing Date;
-R32 800 000, 18 months after the Closing Date; and
-R25 100 000, 30 months after the Closing Date.
The Acquisition is subject to warranties and indemnities normal to transactions of this nature.
Conditions precedent
The Acquisition is subject to the fulfilment of the following principal outstanding conditions precedent ("Conditions Precedent"):
-the counterparty to each material contract in respect of Tarsus has (if so required by the relevant contract) either been notified of or consented to, the change of control or change of shareholding in Tarsus;
-a written agreement, incorporating the terms and conditions of the term sheet in respect of the working capital facility, is concluded between Tarsus and Investec Bank Limited, on terms reasonably acceptable to the Purchaser;
-the relevant approvals being obtained from the relevant Competition Authorities, in the jurisdictions in which Tarsus and its subsidiaries operate, for the Acquisition; and
-by the Closing Date, the Purchaser's confirmation to the Seller, in writing, that no material adverse change in respect of Tarsus, as defined in the SPA, has occurred.
The Conditions Precedent are required to be fulfilled by various dates specified in the SPA, the latest of which will, in respect of the various competition approvals, be within 150 business days from the date of registration of the relevant merger notifications, provided that the parties may agree to extend the dates for fulfilment.
The Acquisition will be implemented on the Closing Date referred to in paragraph 1 above.
Financial information
The audited value of the net assets of Tarsus that is the subject of the Acquisition as at 28 February 2020 was R185.8 million. The audited profit after tax attributable to the net assets of Tarsus that is the subject of the Acquisition for the year ended 28 February 2020 was R34.8 million.
The audited annual financial statements for the year ended 28 February 2020 were prepared in accordance with International Financial Reporting Standards and the Companies Act, no.71 of 2008.
Classification of the acquisition
The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of JSE Ltd. ("JSE Listings Requirements"), and therefore does not require Alviva shareholder approval.
Subsidiary
Upon implementation of the Acquisition, Tarsus will become a subsidiary of Alviva. Its memorandum of incorporation does not in any way influence or relieve Alviva's compliance with its obligations in terms of the JSE Listings Requirements.
Withdrawal of cautionary announcement
With reference to the information disclosed in this announcement, shareholders are no longer required to exercise caution when dealing in their Alviva shares.
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Alviva - correction & updated AR
Shareholders are referred to the meeting attendance tables on pages 36 and 39 of the 2020 Integrated Annual Report, where the meeting attendance of Mr PN Masemola, was omitted in error.
Shareholders are hereby advised that Mr PN Masemola, an Independent Non-executive director, attended all of the Alviva board meetings during the reporting period. In addition, he attended all the Audit and Risk Committee meetings, as an invitee, during the year under review.
The respective meeting tables on pages 36 and 39 have been amended to reflect his attendance. The updated Integrated Report is available on the Alviva website at alvivaholdings.com/report/financial- year-2020-reports.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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